EXHIBIT 10.6
XXXX.XXX, INC.
March 8, 2000
PERSONAL AND CONFIDENTIAL
Xxx Xxxxxx
Access One Communications Corp.
00000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Re: Confidentiality Agreement
Dear Xxx:
In connection with the assessment of a possible transaction (the
"Transaction") involving Xxxx.xxx, Inc. (the "Company"), you have requested
certain information regarding the business and affairs of the Company. The
Company is willing to provide the information to you only if you agree to use
the information solely to assess the Transaction and to maintain the information
in confidence. Therefore, in consideration of the Company furnishing you with
such information and for other good and valuable consideration, receipt and
sufficiency of which is acknowledged, the parties agree as follows:
1. As used in this Agreement, "Confidential Information" means all the
information regarding the business and affairs of the Company, provided by the
Company or its representatives, for the purpose of making the aforementioned
assessment. Confidential Information shall exclude any information which (i)
becomes available to you from a source, other than the Company, that is not
under a confidentiality obligation to the Company, (ii) was known to you prior
to its disclosure to you by the Company through no breach of a confidentiality
obligation to the Company, (iii) is required to be disclosed by the Company or
you to governmental agencies by law, or (iv) is required to be disclosed by the
Company or you under operation of law. As used in this Agreement,
"representative" shall mean any and all directors, officers, employees, agents
or representatives, including without limitation, attorneys, accountants,
consultants, potential lenders and financial advisors.
2. You shall keep the Confidential Information confidential and shall not,
without the prior written consent of the Company, disclose or permit disclosure
of any Confidential Information in any manner whatsoever, in whole or in part.
You shall not use Confidential Information for any purpose other than evaluating
the Transaction.
3. You hereby agree not to disclose your assessment of, or interest in, a
Transaction to any person or firm other than those who have a legitimate need to
know about the Transaction and to corporate counsel and to financial advisors
retained by you to assist you in connection with the Transaction, and you and
your representatives will use your best efforts to safeguard and protect such
information from disclosure by any other person or entity.
4. In connection with your consideration of a Transaction involving the
Company and your access to, review and/or use of the Confidential Information,
it is further agreed that you will not solicit for employment any employee of or
to the Company for a period of one year from the date hereof, which employee or
consultant served in that capacity as of the date hereof or became engaged in
such capacity at any time during the term of this Agreement.
5. The parties agree that any disclosure or use of Confidential
Information in violation of this Agreement would result in irreparable damage to
the Company for which no adequate remedy would be available at law. Therefore,
the parties agree that such disclosure or use of Confidential Information in
violation of this Agreement shall be entitled to equitable relief, including
injunctive relief and specific performance, in the event of any breach of the
provisions of this Agreement.
6. You represent and warrant that (i) you are not a party to any written
or oral agreement or commitment with respect to the sale, merger or other
disposition of the Company or its assets to a third party and (ii) the
execution, delivery and performance of this Agreement will not violate,
interfere with or conflict with any instrument, agreement, undertaking or
understanding (oral or written) to which you are a party or any judgment,
decree, statute, rule or regulation binding upon you.
7. The obligations, covenants and duties imposed by this Agreement shall
remain in full force and effect for the period of time in which you have in your
possession or under your control any Confidential Information and for a period
of one year thereafter, but shall terminate immediately in the event the
Transaction is completed.
8. This Agreement shall be governed and construed in accordance with the
laws of the State of Florida applicable to agreements made and to be performed
within such State. This Agreement may not be modified or changed except in a
writing executed by the parties.
Sincerely,
Xxxx.xxx, Inc.
By: /s/ Xxxxxxxx X. Lawn IV
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Name:
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Title:
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AGREED TO AND ACCEPTED as of the
24 day of March , 2000.
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Access One Communications Corp.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: CEO
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